ScaleX_MSA

MASTER SERVICES AGREEMENT, TERMS OF USE, & PRIVACY POLICY

Last updated: May 7, 2020

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if CLIENT is a PROVIDER direct competitor, except with PROVIDER prior written consent.

This agreement was last updated on October 17, 2019. It is effective between CLIENT (your company) and PROVIDER (ScaleX, INC.) as of the date of CLIENT accepting this agreement.

Agreement between CLIENT (your company) and ScaleX, INC., with principle offices at 10652 Manor Stone Drive, Littleton, CO 80126 (collectively referred to as the “parties”).

WHEREAS CLIENT is interested in availing Sales Playbook Design, Delivery and Optimization services of SCALEX, INC. for providing said services to CLIENT and assigned to SCALEX, INC.; and

WHEREAS SCALEX, INC., an AI for Sales Company, is interested in providing the necessary service and personnel for each assigned CLIENT campaigns.

NOW THEREFORE, in consideration of the mutual promises and obligations of CLIENT and SCALEX, INC., as set forth herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the execution of this Agreement, the parties agree as follows:

  1. As part of the CLIENT Master Services Agreement and Terms Of Use, SCALEX, INC. shall provide service and personnel required to establish, maintain and operate the CLIENT campaigns, all in accordance with the day to day operating procedures, techniques, training, quality assurance, and control measures and such other specific instructions (collectively the “Operating Procedures”) as established by SCALEX, INC.. The Operating Procedures shall be reasonable in nature and shall be used exclusively for the performance of this Agreement. This Master Services Agreement will be modified by executed Operating Procedures, which will be a part of this Agreement.  The Operating Procedures need not be attached to the Master Agreement for the Master Agreement to be enforceable between the parties.
  2. This Master Agreement will be modified by executed Project Attachments (and Statement of Work), which will be a part of this Agreement.
  3. SCALEX, INC. will use its best efforts to assure maximum program performance for each campaign. To that end, SCALEX, INC. shall:
  4. Provide feedback and consult with CLIENT on ways to improve the playbooks, including personalization, email templates, script and other materials;
  5. Manage the list and playbooks to ensure maximum performance from each agent;
  6. Provide sufficient supervision and monitoring daily;
  7. SCALEX, INC. will provide CLIENT with ongoing reporting.
  8. SCALEX, INC. will provide call recordings of phone agents assigned to CLIENT program pursuant to the following conditions:
  9. CLIENT may request at its discretion any call recording on any CLIENT program, when call recording is available.
  10. Appropriate supervisor or other decision-making individual at SCALEX, INC. shall be available to discuss and implement proposed changes resulting from the feedback provided by CLIENT.
  11. SCALEX, INC. will safeguard and hold as confidential its relationship with CLIENT, this Agreement and all information relating to CLIENT programs including but not limited to, all name lists, reports, response data, scripts, direct mail materials, and any other CLIENT written materials, strategies and marketing plans which could reasonably be expected to be confidential information (“Confidential Information”). SCALEX, INC. will use the Confidential Information for the purposes contemplated by this Agreement and will not disclose, copy or make such Confidential Information available to any third party, individual, organization or business without the prior written consent of CLIENT.  SCALEX, INC. may use CLIENT logo on the SCALEX, INC. website to promote satisfied customers, however, and may at times ask that CLIENT be available for calls with potential SCALEX, INC. customers.
  12. CLIENT will indemnify, hold harmless and defend SCALEX, INC. against any claim, loss or judgment SCALEX, INC. may sustain as a result of any claim, suit or proceedings made or brought against SCALEX, INC. based upon any acts of negligence by CLIENT, or SCALEX, INC. use of any CLIENT approved script provided such use is in accordance with CLIENT instructions. In no event will either party be liable for special, incidental, or consequential damages, including lost profits, regardless of whether such party was advised of the possibility thereof.
  13. CLIENT will indemnify, hold harmless and defend SCALEX, INC. against any claim, loss, judgment or fine that SCALEX, INC. may sustain as a result of any violations of the Do-Not-Call List during the campaign of CLIENT. CLIENT warrants that prospect names and telephone number provided to SCALEX, INC. by CLIENT are not on the Do-Not-Call List.
  14. SCALEX, INC. warrants that fees presented in each Project Attachment shall represent the only fees that SCALEX, INC. will charge CLIENT for services. Any changes in price or fee structure must be approved by CLIENT in writing.
  15. It is specifically understood that CLIENT shall remit to SCALEX, INC. payments of amounts due for services described in the Program Attachment within seven (7) days of receipt of invoice.
  16. In consideration for the extension of credit, said business promises to pay for all purchases within the terms agreed upon in the Statement of Work (SOW) and agrees to pay a service charge per month of 1-1/2% per month (18% annual percentage rate) on all past due balances. In the event any third parties are employed to collect any outstanding monies owed by said business the undersigned agrees to pay reasonable collection costs, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred. The undersigned represents that he/she has the authority to execute this credit agreement on behalf of the business identified.
  17. The parties do not have and are not to be deemed to have the relationship of principal/agent/joint venture, employer-employee, or partnership. Except as expressly provided for in this Agreement, neither party is authorized to act for the other in any way.  The parties are acting only as independent contractors.
  18. Neither party shall be liable for any delay or failure in performance under this Agreement or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, acts of public enemies, war, accidents, fires, earthquakes, the elements or any other cause beyond the direct and reasonable control of the parties to this Agreement.
  19. This Agreement supersedes any previous written or oral Agreement between CLIENT and SCALEX, INC.. Any previously executed program-specific attachments for current CLIENT campaigns will become Program Attachments to this Agreement.
  20. All notices, demands or communications that are required under this Agreement, shall be sent to the address listed on the Project Attachment and Statement of Work.
  21. ScaleX partners with multiple Sales Enablement technologies including ConnectAndSell, ConnectLeader, Monster Connect, Nova.ai, Exceed.ai, DiscoverOrg, and more. CLIENT agrees to these terms & conditions as provided by ScaleX vendor partners (https://exceed.ai/terms, https://www.connectandsell.com/docs/CONNECTANDSELL_ONLINE_AGREEMENT_DIALS.pdf, https://www.connectleader.com/terms-of-use, https://discoverorg.com/eula/, https://discoverorg.com/tos/, https://www.scalex.ai/scalex_psp_msa)

Please Address Questions to: chad@ScaleX.ai

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and date first written above.